Document
false0001532961 0001532961 2020-08-05 2020-08-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) August 5, 2020
 
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-35849
 
45-3458017
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
  200 South Park Road,
Suite 350
 
 
 
 
Hollywood,
Florida
 
 
 
33021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)

n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
NVEE
 
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  





Item 2.02 Results of Operations and Financial Condition.
 
On August 5, 2020, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the second quarter ended June 27, 2020. The information contained in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: August 5, 2020
 
 
NV5 GLOBAL, INC.
 
 
 
By: /s/ Edward Codispoti                                
Name: Edward Codispoti
Title: Chief Financial Officer


Exhibit
Exhibit 99.1

NV5 ANNOUNCES RECORD SECOND QUARTER RESULTS; EXCEEDS ANALYSTS' EXPECTATIONS
 
 Hollywood, FL – August 5, 2020 – NV5 Global, Inc. (Nasdaq: NVEE) ("NV5" or the "Company"), a provider of professional and technical engineering, geospatial, and consulting solutions, today reported financial results for the second quarter ended June 27, 2020.

In the second quarter, Gross Revenues increased 27% and Gross Revenues, exclusive of sub-consultant services and other direct costs ("Net Revenues"), increased 29%. "We are pleased with our second quarter performance, which exceeded analyst expectations in both gross revenues and adjusted earnings per share, while generating strong cash flows from operations and adjusted EBITDA, despite the impacts of the COVID-19 pandemic. We also secured a number of large contracts with utilities, departments of transportation, and the municipal sector in the second quarter and entered into an agreement to acquire Mediatech Design Group, which is expected to increase our technology design services in the Middle East and Southeast Asia," said Dickerson Wright, PE, Chairman and CEO of NV5.

Second Quarter 2020 Financial Highlights
Gross Revenues for the second quarter of 2020 were $162.7 million compared to $128.0 million in the second quarter of 2019.
Net Revenues for the quarter were $128.5 million compared to $99.5 million in the second quarter of 2019.
Gross Revenues for the quarter exceeded analyst consensus expectations by 8%.
Net income for the second quarter of 2020 was $4.5 million compared to $8.8 million in the second quarter of 2019 (second quarter of 2020 included $3.9 million of additional interest expense, $4.4 million of additional intangible amortization expense, and a higher effective income tax rate compared to second quarter of 2019).
Adjusted EBITDA for the second quarter of 2020, excluding stock compensation and acquisition-related costs, was $26.9 million, an increase from $18.4 million in the second quarter of 2019.
GAAP EPS was $0.36 per share in the second quarter of 2020.
Adjusted EPS in the second quarter of 2020 was $0.93 per share, exceeding analyst consensus expectations of $0.59 per share.
Cash flows from operations for the second quarter of 2020 were $37.1 million compared to $1.1 million in the second quarter of 2019.

Six Months Ended June 27, 2020 Financial Highlights
Gross Revenues for the six months ended June 27, 2020 were $328.2 million compared to $245.3 million in the six months ended June 29, 2019.
Net Revenues for the six months ended June 27, 2020 were $258.1 million compared to $190.2 million in the six months ended June 29, 2019.
Net income for the six months ended June 27, 2020 was $8.7 million compared to $14.3 million in the six months ended June 29, 2019 (six months ended June 27, 2020 included $7.4 million of additional interest expense, $7.8 million of additional intangible amortization expense, and a higher effective income tax rate compared to six months ended June 29, 2019).
Adjusted EBITDA for the six months ended June 27, 2020, excluding stock compensation and acquisition-related costs, was $51.1 million, an increase from $33.8 million in the six months ended June 29, 2019.
GAAP EPS was $0.69 per share in the six months ended June 27, 2020.
Adjusted EPS in the six months ended June 27, 2020 was $1.77 per share.
Cash flows from operations for the six months ended June 27, 2020 were $50.7 million compared to $17.4 million in the six months ended June 29, 2019.






Use of Non-GAAP Financial Measures
 
Net Revenues are not a measure of financial performance under U.S. generally accepted accounting principles (“GAAP”). Gross Revenues include sub-consultant costs and other direct costs, which are generally pass-through costs. Furthermore, Gross Revenues eliminates intercompany revenues where the Company performed the service in lieu of utilizing third-party sub-consultants. The Company believes that Net Revenues, which is a non-GAAP financial measure commonly used in our industry, provides a meaningful perspective on our business results. A reconciliation of Gross Revenues as reported in accordance with GAAP to Net Revenues is provided at the end of this news release.

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is not a measure of financial performance under GAAP. Adjusted EBITDA reflects adjustments to EBITDA to eliminate stock-based compensation expense and acquisition-related costs. Management believes Adjusted EBITDA, in addition to operating profit, Net Income, and other GAAP measures, is a useful indicator of our financial and operating performance and our ability to generate cash flows from operations that are available for taxes, capital expenditures, and debt service. A reconciliation of Net Income, as reported in accordance with GAAP, to Adjusted EBITDA is provided at the end of this news release.

Adjusted earnings per diluted share (“Adjusted EPS”) is not a measure of financial performance under GAAP. Adjusted EPS reflects adjustments to reported diluted earnings per share (“GAAP EPS”) to eliminate amortization expense of intangible assets from acquisitions, net of tax benefits, and acquisition-related costs. As we continue our acquisition strategy, the growth in Adjusted EPS will likely increase at a greater rate than GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS is provided at the end of this news release.

Our definition of Net Revenues, Adjusted EBITDA, and Adjusted EPS may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as Gross Revenues, Net Income, and Diluted Earnings per Share.

Conference Call 
 
NV5 will host a conference call to discuss its second quarter 2020 financial results at 4:30 p.m. (Eastern Time) on August 5, 2020. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Wednesday, August 5, 2020
Time:    4:30 p.m. Eastern
Toll-free dial-in number:    +1 844-348-6875
International dial-in number:    +1 509-844-0152
Conference ID:    8279137
Webcast:    http://ir.nv5.com
  
Please dial-in at least 5-10 minutes prior to the start time to allow the operator to log your name and connect you to the conference.
 
The conference call will be webcast live and available for replay via the “Investors” section of the NV5 website.

About NV5
 
NV5 Global, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering, geospatial, and consulting solutions ranked #27 in the Engineering News-Record Top 500 Design Firms list. NV5 serves public and private sector clients in the infrastructure, utility services, construction, real estate, and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure engineering and support services, utility services, program management, and environmental solutions, and delivers geospatial services through its subsidiary Quantum Spatial, Inc., the largest full-service geospatial solutions provider in North America. The Company operates out of more than 100 locations worldwide. For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.






Forward-Looking Statements
 
This news release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release and on the conference call. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.
 
Investor Relations Contact
 
NV5 Global, Inc.
Jack Cochran
Vice President, Marketing & Investor Relations
Tel: +1-954-637-8048
Email: ir@nv5.com
 
Source: NV5 Global, Inc.





NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED) 
(in thousands, except share data)
 
June 27, 2020
 
December 28, 2019
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
65,212

 
$
31,825

Billed receivables, net
131,255

 
131,041

Unbilled receivables, net
80,269

 
79,428

Prepaid expenses and other current assets
8,435

 
8,906

Total current assets
285,171

 
251,200

Property and equipment, net
29,404

 
25,733

Right-of-use lease assets, net
45,175

 
46,313

Intangible assets, net
191,126

 
255,961

Goodwill
343,170

 
309,216

Other assets
3,069

 
4,714

Total Assets
$
897,115

 
$
893,137

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
36,741

 
$
36,116

Accrued liabilities
49,797

 
47,432

Income taxes payable
613

 

Billings in excess of costs and estimated earnings on uncompleted contracts
8,544

 
3,303

Client deposits
286

 
221

Current portion of contingent consideration
1,079

 
1,954

Current portion of notes payable and other obligations
22,176

 
25,332

Total current liabilities
119,236

 
114,358

Contingent consideration, less current portion
1,733

 
2,048

Other long-term liabilities
37,181

 
34,573

Notes payable and other obligations, less current portion
326,020

 
332,854

Deferred income tax liabilities, net
40,575

 
53,341

Total liabilities
524,745

 
537,174

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding

 

Common stock, $0.01 par value; 45,000,000 shares authorized, 13,033,842 and 12,852,357 shares issued and outstanding as of June 27, 2020 and December 28, 2019, respectively
130

 
129

Additional paid-in capital
258,902

 
251,187

Retained earnings
113,338

 
104,647

Total stockholders’ equity
372,370

 
355,963

Total liabilities and stockholders’ equity
$
897,115

 
$
893,137






NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
 
Three Months Ended
 
Six Months Ended
 
June 27, 2020
 
June 29, 2019
 
June 27, 2020
 
June 29, 2019
Gross revenues
$
162,689

 
$
127,974

 
$
328,169

 
$
245,309

 
 
 
 
 
 
 
 
Direct costs:
 
 
 
 
 
 
 
Salaries and wages
45,079

 
38,080

 
90,114

 
73,337

Sub-consultant services
25,244

 
20,044

 
52,670

 
36,996

Other direct costs
8,914

 
8,410

 
17,402

 
18,106

Total direct costs
79,237

 
66,534

 
160,186

 
128,439

 
 
 
 
 
 
 
 
Gross Profit
83,452

 
61,440

 
167,983

 
116,870

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Salaries and wages, payroll taxes and benefits
44,149

 
30,765

 
89,706

 
60,004

General and administrative
11,824

 
10,896

 
24,980

 
19,758

Facilities and facilities related
5,357

 
3,937

 
10,754

 
7,743

Depreciation and amortization
11,160

 
6,245

 
22,200

 
12,357

Total operating expenses
72,490

 
51,843

 
147,640

 
99,862

 
 
 
 
 
 
 
 
Income from operations
10,962

 
9,597

 
20,343

 
17,008

 
 
 
 
 
 
 
 
Interest expense
(4,403
)
 
(457
)
 
(8,190
)
 
(808
)
 
 
 
 
 
 
 
 
Income before income tax expense
6,559

 
9,140

 
12,153

 
16,200

Income tax expense
(2,056
)
 
(346
)
 
(3,462
)
 
(1,863
)
Net Income and Comprehensive Income
$
4,503

 
$
8,794

 
$
8,691

 
$
14,337

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.37

 
$
0.73

 
$
0.71

 
$
1.19

Diluted
$
0.36

 
$
0.70

 
$
0.69

 
$
1.15

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
12,308,965

 
12,106,066

 
12,271,221

 
12,033,906

Diluted
12,609,918

 
12,521,463

 
12,601,830

 
12,447,248






NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
Six Months Ended
 
June 27, 2020
 
June 29, 2019
Cash Flows From Operating Activities:
 
 
 
Net income
$
8,691

 
$
14,337

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
23,277

 
12,357

Non-cash lease expense
4,307

 
4,251

Provision for doubtful accounts
1,690

 
1,456

Stock-based compensation
6,880

 
4,167

Change in fair value of contingent consideration

 
49

Gain on disposals of property and equipment
(350
)
 
(48
)
Deferred income taxes
(869
)
 
477

Amortization of debt issuance costs
442

 

Changes in operating assets and liabilities, net of impact of acquisitions:
 
 
 
Billed receivables
(1,134
)
 
5,511

Unbilled receivables
(2,286
)
 
(5,188
)
Prepaid expenses and other assets
2,117

 
(9,413
)
Accounts payable
138

 
(3,816
)
Accrued liabilities
1,922

 
968

Income taxes payable
613

 
(2,338
)
Billings in excess of costs and estimated earnings on uncompleted contracts
5,241

 
(5,383
)
Deposits
66

 
47

Net cash provided by operating activities
50,745

 
17,434

 
 
 
 
Cash Flows From Investing Activities:
 
 
 
Cash paid for acquisitions (net of cash received from acquisitions)

 
(14,160
)
Proceeds from sale of assets
437

 

Purchase of property and equipment
(6,145
)
 
(1,626
)
Net cash used in investing activities
(5,708
)
 
(15,786
)
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
Borrowings from Senior Credit Facility

 
10,000

Payments on notes payable
(8,415
)
 
(6,738
)
Payments of contingent consideration
(913
)
 
(1,213
)
Payments of borrowings from Senior Credit Facility
(1,875
)
 

Payments of debt issuance costs
(447
)
 

Net cash (used in) provided by financing activities
(11,650
)
 
2,049

 
 
 
 
Net increase in Cash and Cash Equivalents
33,387

 
3,697

Cash and cash equivalents – beginning of period
31,825

 
40,739

Cash and cash equivalents – end of period
$
65,212

 
$
44,436






NV5 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO COMPARABLE GAAP FINANCIAL MEASURES
(UNAUDITED)
(in thousands)

RECONCILIATION OF GROSS REVENUES TO NET REVENUES
 
 
Three Months Ended
 
Six Months Ended
 
 
June 27, 2020
 
June 29, 2019
 
June 27, 2020
 
June 29, 2019
Gross Revenues - GAAP
$
162,689

 
$
127,974

 
$
328,169

 
$
245,309

Less:
Sub-consultant services
(25,244
)
 
(20,044
)
 
(52,670
)
 
(36,996
)
 
Other direct costs
(8,914
)
 
(8,410
)
 
(17,402
)
 
(18,106
)
Net Revenues
$
128,531

 
$
99,520

 
$
258,097

 
$
190,207



RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
 
 
Three Months Ended
 
Six Months Ended
 
 
June 27, 2020
 
June 29, 2019
 
June 27, 2020
 
June 29, 2019
Net Income
$
4,503

 
$
8,794

 
$
8,691

 
$
14,337

Add:
Interest expense
4,403

 
457

 
8,190

 
808

 
Income tax expense
2,056

 
346

 
3,462

 
1,863

 
Depreciation and Amortization
12,237

 
6,245

 
23,277

 
12,357

 
Stock-based compensation
3,501

 
2,369

 
6,880

 
4,167

 
Acquisition-related costs
231

 
238

 
571

 
238

Adjusted EBITDA
$
26,931

 
$
18,449

 
$
51,071

 
$
33,770



RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
 
 
Three Months Ended
 
Six Months Ended
 
 
June 27, 2020
 
June 29, 2019
 
June 27, 2020
 
June 29, 2019
Net Income - per diluted share
$
0.36

 
$
0.70

 
$
0.69

 
$
1.15

Per diluted share adjustments:
 
 
 
 
 
 
 
Add:
Amortization expense of intangible assets and acquisition-related costs
0.77

 
0.42

 
1.46

 
0.83

 
Income tax expense
(0.20
)
 
(0.10
)
 
(0.38
)
 
(0.19
)
Adjusted EPS
$
0.93

 
$
1.02

 
$
1.77

 
$
1.79





v3.20.2
Document and Entity Information Document
Aug. 05, 2020
Cover page.  
Document Type 8-K
Document Period End Date Aug. 05, 2020
Entity Registrant Name NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35849
Entity Tax Identification Number 45-3458017
Entity Address, Address Line One   200 South Park Road,
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Hollywood,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33021
City Area Code 954
Local Phone Number 495-2112
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol NVEE
Security Exchange Name NASDAQ
Entity Central Index Key 0001532961
Amendment Flag false